Filing Details
- Accession Number:
- 0000950142-22-000163
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-01-04 21:23:16
- Reporting Period:
- 2021-12-30
- Accepted Time:
- 2022-01-04 21:23:16
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1856314 | Clear Secure Inc. | YOU | Services-Prepackaged Software (7372) | 862643981 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1869245 | Alclear Investments Ii, Llc | 65 East 55Th Street, 17Th Floor New York NY 10022 | Yes | No | Yes | Yes |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Disposition | 2021-12-30 | 4,506 | $35.03 | 0 | No | 4 | S | Direct | |
| Class D Common Stock | Disposition | 2022-01-03 | 4,506 | $0.00 | 7,075,069 | No | 4 | D | Direct | |
| Class B Common Stock | Acquisiton | 2022-01-03 | 4,506 | $0.00 | 194,953 | No | 4 | A | Direct | |
| Class B Common Stock | Disposition | 2022-01-03 | 4,506 | $0.00 | 190,447 | No | 4 | D | Direct | |
| Class A Common Stock | Acquisiton | 2022-01-03 | 4,506 | $0.00 | 0 | No | 4 | A | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Direct | |
| No | 4 | D | Direct | |
| No | 4 | A | Direct | |
| No | 4 | D | Direct | |
| No | 4 | A | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock And Class A Common Stock | Non-voting common units of Alclear Holdings, LLC | Disposition | 2022-01-03 | 4,506 | $0.00 | 4,506 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 7,075,069 | No | 4 | D | Direct |
Footnotes
- This transaction was automatically effected pursuant to a Rule 10b5-1 trading plan previously adopted.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.00 to $35.07, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
- Shares of Class D Common Stock of the Issuer ("Class D Common Stock") have 20 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common units ("Common Units") of Alclear Holdings, LLC ("Alclear") held.
- Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear and the equityholders of Alclear (the "Exchange Agreement"), Common Units, together with a corresponding number of shares of Class D Common Stock, were exchanged for shares of Class B Common Stock of the Issuer ("Class B Common Stock") on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire.
- Shares of Class B Common Stock have 20 votes per share and economic rights (including rights to dividends and distributions upon liquidation).
- Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B Common Stock was converted into a share of Class A Common Stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The resulting shares of Class A Common Stock were used to settle the sale transaction described above, and so after the transactions reported in this Form 4, no shares of Class A Common Stock are held.
Billionaire Hedge Funds
